Kate Upton spilled out of her tiny white bikini as she worked her curves for a photo shoot in Antarctica among icebergs and penguins.

TMZ captured early photos of the bikini model’s below 35 degree-shoot on top of a chilly cruise ship as well as on a snowy landscape while hugging a giant Oreo man (the cookie company is celebrating their centennial).

According to the gossip site, Upton’s pics are destined for an upcoming Sports Illustrated cover. However, we think when landing the bombshell for spread, elaborate sets and locations are unnecessary…the work takes care of itself.

The 20-year-old appeared to be having the time of her life in sub-zero weather and seemed to barely emit a brr. She stripped down to her two-piece for a only few minutes at a time in between being wrapped up in a warm fur coat.